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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 2, 2025

 

 

Morgan Stanley Direct Lending Fund

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   814-01332   84-2009506

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

 

1585 Broadway

New York, NY

    10036
(Address of principal executive offices)     (Zip Code)

1 (212) 761-4000

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange
on which registered

Common Stock, par value $0.001 per share   MSDL   The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 


Item 5.07.

Submission of Matters to a Vote of Security Holders.

On June 2, 2025, Morgan Stanley Direct Lending Fund (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). As of April 4, 2025, the record date for the Annual Meeting, there were 87,920,526 shares of common stock of the Company outstanding and entitled to vote. 65,681,345 shares of common stock of the Company were present or represented by proxy at the Annual Meeting, constituting a quorum.

The final voting results for each of the proposals submitted to a vote of stockholders at the Annual Meeting are set forth below. Each proposal was approved by the requisite vote.

Proposal 1. To elect each of Bruce D. Frank and Adam Metz as a director, each to serve for a three-year term and until his successor is duly elected and qualified or until his earlier resignation, removal, death or incapacity.

 

Nominees

 

For

 

Withhold

 

Broker Non-Votes

1a. Bruce D. Frank

  18,768,985   9,626,046   37,286,314

1b. Adam Metz

  17,575,996   10,819,035   37,286,314

Proposal 2. To ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

64,223,117   866,607   591,621   — 


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: June 4, 2025   MORGAN STANLEY DIRECT LENDING FUND
    By:  

/s/ Orit Mizrachi

      Orit Mizrachi
      Chief Operating Officer and Secretary